April 2, 2018

Filing Mistakes: April Fools Edition

Over the years, Broc has blogged about mistakes made in filings (here is one such blog). Members are kind enough to send us good stories about mistakes they’ve seen in SEC filings. Here are a few new ones (please send your own stories – we’ll keep them confidential unless you tell us otherwise):

– That time Riley needed to update the beneficial ownership table (pg. 19)

– The prospectus that included a note to fire the lawyers – this could be an urban legend, since we haven’t been able to find it on Edgar

– The SEC’s updated Form 10-K – which until recently included a box for “Emerging growth compnay” – another reason to use our Word template

I live in fear of internal notes making it into filings – always do a “ctrl+F” search for brackets, all team member names and NSFW words before giving the go-ahead!

Best Pay Ratio Disclosure to Date!

Hilarious item on the NASPP blog yesterday from McLagan’s Ryan Gildner – here’s an excerpt:

The newly formed Data on Ratio Comparison Society (D.O.R.C.S) is pleased to announce preliminary results from a groundbreaking ongoing study of CEO pay ratio disclosures. According to Ryan Gildner, president of the Society, “This is the first study of its kind and uses an unprecedented innovative approach to evaluate the content of CEO pay ratio disclosures. We hope our data will provide a new perspective on this controversial disclosure and lead to a more complete understanding of its value.”

Using a proprietary 16-point qualitative analysis, the Society has identified the following disclosure to be the best disclosure to date:

As required by Item 402(fu) of Regulation S-K, we are providing the following information:

For fiscal 2017, our last completed fiscal year:

– The number of words comprising the CEO Pay Ratio Regulation (Item 402(u) of Regulation S-K) is 2,933.
– The number of words comprising the Compensation Discussion and Analysis Regulation (Item 402(b) of Regulation S-K) is 1,282.

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Liz Dunshee